Dark Suit Dark Soul
by dbud
Summary: This is an alternate story about how Peter Parker, aka Spider-Man, takes on the darker persona of the black suited Spider-Man and how it affects him, turning him from hero into...something else. Warning: this story contains dark themes throughout including rape and graphic violence.


Disclaimer: The following story is fiction. This is just a story.

**Black Suit Black Soul**

By Dbud

Summary: This is an alternate story about how Peter Parker, aka Spider-Man takes on the darker persona of the black suited Spider-Man and how it affects him, turning him from hero into...something else.

Warning: this story contains dark themes throughout including rape and graphic violence.

This story follows the most recent movie narrative more than the previous movie trilogy or comics. But it is its own story and not totally dependent on any of those source materials.

* * *

Starring:

Andrew Garfield as Peter Parker

Blake Lively as Serena van der Wooden (Gossip Girl)

Emma Stone as Gwen Stacey (The Amazing Spider-Man)

* * *

New York City...a cab speeds down a dark street in a bad part of town...

Serena van der Woodsen was thrown against the wall of the cab as it swung wide around a corner that it was going too fast to take safely. Looking up and brushing the hair from her face she suddenly realized they were travelling straight into oncoming traffic. She didn't even have time to scream as her face was lit by the headlights of a pick-up truck coming at the yellow cab she was in. at the last second, the cab jerked to the side, upending the pretty blonde high school senior in the back seat as the cab and truck narrowly missed a head on collision.

"ARE YOU TRYING TO KILL US!?" she screamed once she was seated upright again. Looking around, she seemed puzzled...

"Do you even know where the hell you're going?!"

The dark skinned and skinny bald man driving the cab didn't even look back at her but simply yelled, "SHORTCUT!"

It was obvious from his accent that English wasn't his first language and Serena wasn't even sure it was his second one either.

"You heard me say I was in a hurry right?!"

"SHORTCUT!"

Settling back into the seat, she went back to her phone, typing at lightning speed with her thumbs, 'Sry. Gonna blate. Cab dvr is lost and dsnt spk english. FUCKING ILLIEGALS!'

A few minutes passed, "Here!" the driver screamed out and Serena rolled her eyes, "Finally!" she muttered as she climbed out of the cab tossing a crumpled twenty over the seat as she did.

Unfortunately, Serena had not bothered to look up until she was well outside of the cab and it wasn't until the cab as pulling away that she realized where she was.

"What the hell?!"

Looking around she realized she was not at the right location. She had asked to be taken to a club where her friends were meeting her. But she was now standing in front of a run-down burned out building.

"Hey! This isn't the club...HEY!"

Serena turned to complain to the driver but as she did the cab sped away. The tall blonde teen jogged behind for about twenty feet and watched as the cab disappeared around a corner.

"FUCK! I HOPE YOU GET DEPORTED ASSHOLE!"

Grabbing her phone, she pressed a few buttons and called up a map using the GPS. Relieved, it looked like the club was only five blocks or so away.

"This way..." she told herself as she turned to walk across the street and through an alley that, according to the map, would bring her out on a main avenue and within sight of the club where her friends were waiting for her.

"Jesus! I can't believe this shit!" she muttered as she entered the alley.

Stepping gingerly, she moved around several puddles and nearly brushed against a dumpster before recoiling..."Oooo...disgusting! My shoes are gonna be ruined!"

Serena suddenly spun as she heard the clinking of a bottle like it was rolling on concrete.

"H-hello?" she called back towards the street as she realized she was deeper into the darkness of the alley than she thought.

"Where you going sweet thing?" a man's voice called from the shadows as he stepped just to the edge of the light flickering from a single overhead street light dangling by a few wires from the side of a building.

Serena began to back away as the man looking dirty and perhaps homeless. Looking around, she was obviously scared.

"Yo-you st-stay away fr...from me!" she said trying to sound tough but her voice cracking.

As he continued to advance, she turned to run down the alley and to hopeful safety. But her hopes quickly faded as she saw a second man, also dirty, blocking her path from behind. The two men began to close in and Serena did not like how they were eyeing her young body.

Serena began to fumble with her purse..."I-I have money! Here take it!"

The second man approached and reached out. But instead of taking the money clip she held, he lightly took hold of her hair and began to stroke the golden strands.

"Oh, we'll get to your money babe but we want other things first."

Serena backed away but bumped into the first man who was preventing her from moving any further.

Suddenly a rush of fear flooded her and she began to flail as the men went to grab her..."NO! DON'T TOUCH ME!"

Managing to break free, Serena ran as fast as she could on her thousand dollar pumps but the two men, as unwashed as they were, easily kept up. As the three of them moved, the men were grabbing at Serena's body and she was frantically trying to keep their hands off her

"STOP! SOMEONE HELP! HELP!" she screamed as the men taunted and pawed at her teenage body.

"NO! she yelled as one of them grabbed her pricey silk blouse and tore it open, popping the buttons and exposing her breasts contained in a red lace bra.

"Now we're getting somewhere," one of the men growled.

Seeing her tits seemed to spur the men to even further levels of excitement. Serena, frantic, felt herself thrown roughly down onto the concrete and everything began to spin as the back of her skull bounced off the ground, stunning her. Unsure exactly what was happening, the teen beauty felt a weight on top of her and came to her senses just enough to make out the conversation that was going on between her attackers.

"HEY! Why do you get to go first asshole?"

"Cause I'm in charge that's why! Now, unless you want another ass kicking BACK THE FUCK OFF!"

The second man, who seemed to realize he was second in command did just that and left the first, who was kneeling over Serena on the floor of the alley, to turn his attention back to the woman underneath him.

"Please...let me go," Serena pleaded but the man ignored her as he leaned down and began to kiss her neck wetly and grope her tits.

"GYAH! NO!" she screamed and struggled but the man was too heavy and was pinning one of her arms.

As he fumbled for his pants preparing to rape his victim, the man was suddenly hoisted off Serena and disappeared into the darkness above. It was as if he had unexpectedly and involuntarily taken flight.

"What the fuck!" the second attacker yelled as he drew a knife from his pocket and took a defensive stance looking around frantically for his now missing partner in crime.

Serena for her part didn't know what was happening, she was fighting back tears and still terrified as she climbed to her feet and tried to stay out of the way and hoped she wouldn't be noticed.

"AAAAHHHHHHHHH!"

Both she and her former attacker looked up as they heard a scream from above. It was moving fast and both were shocked when they saw the man who had just disappeared only moments ago reappear. He was falling and they caught sight of him as he entered the light perhaps thirty feet above the alley floor.

WHAM!

The man slammed with tremendous force into the concrete of the alley. Bouncing nearly two feet he then settled again sprawled out with his arms and legs in a wide X. the man lifted his head, blood flowing from several parts of his body. Attached to the man's jacket was what appeared to be a long strand of thin cord. It was white and at the point it stuck to his jacket it fanned out, like a web. Letting out a slight gurgle, the man collapsed.

"EDDIE!" his friend called out but Eddie did not respond as he appear dead.

Before Eddie's friend could think of what to do he was flung backward himself. He hadn't been pulled as Eddie had but rather something hit him from the front, snapping his head back. Barely staying on his feet, the man realized that something was covering the bottom half of his face. Both his nose and mouth were blocked preventing him from breathing.

As Serena watched, the man dropped the knife and began to frantically claw at the thick mass that was suffocating him. Just as she was about to run to get away, a third male figure dropped from the darkness and entered the scene, landing in the middle of the alley. Serena, still terrified, slinked back against the alley wall away from this new threat.

The man was not large, not even standing six feet tall. He was thin with a lean and athletic build. He also was wearing what appeared to be a head to toe body hugging costume that was jet black with some white highlights that she couldn't make out. As she tried to figure out who this new person was he turned from the flailing homeless man to face her.

"St-stay away from me!" she told him panicked.

"It's okay...you're safe now. I won't hurt you."

He seemed to be trying to reassume her with his body movements and posturing as he reached his hand out to her but did not advance in order to not frighten her further.

"I'm sorry for what happened. They..." the black suited man motioned towards the two attackers, "...they won't hurt you either."

Serena took several tentative steps forward and looked past the man who had rescued her. The second attacker was now down on his knees. He was desperately clawing at whatever the substance was covering his face. Thrashing about and screaming muffled screams as he fought to get air into his body.

"W-who are you?" she asked hesitantly.

"Me?" the man seemed almost hurt by the question, "You must be new to town if you don't know who the amazing Spider-Man is!"

"Sp-spider man! Oh my god! But...you-you're suit...isn't it red and blue?"

Spider-Man glanced down at his black outfit with a white spider emblem in the center. Taking a mock pose...

"I changed it up...a girl as obviously stylish as you should appreciate that. Besides, black is slimming and I have to watch my girlish figure."

Serena smiled and for a moment almost forgot about the horrible ordeal.

"You really shouldn't be in this neighborhood by yourself."

"I was going to meet some friends but this stupid cabby dropped me off here...and then they attacked me..."

As she related what had occurred, Serena nearly began to cry again.

Seeing this, "It's okay, just calm down. Your safe now. I'm here."

Spider-man took Serena by the hand and brought in closer, "Let's get you out of here."

As Spider-Man tucked Serena under his arm and took her by the waist, "Now hold on tight."

As she wrapped her arms around his torso as instructed, "Um, what about them?"

Spider-Man glanced over towards the two men she was referring too, "Oh them? They'll be fine."

Spider-Man raised his arm and a thin stream of fluid shot from his wrist. As the line went taunt, He used it to pull himself up and leapt into the night, carrying Serena with him. Within moments, the two were swinging quickly between the buildings of the city and Serena was amazed at the sights below her. Just as quickly, she forgot about the two men who had attacked her as well.

Back in the alley, the second man, Eddie's accomplice, clawed one last time at the webbing asphyxiating him. As Serena and her savior disappeared around the corner of a building, the man's arms dropped to his sides and he fell forward, face first to the pavement...dead.

About thirty seconds later, Spider-Man swung down and landed on the top of an office building. Serena was still in shock over what had happened. He set her down and she fell against a wall, recovering.

"Here," he told her, "Take a minute to catch your breath. You've been through an ordeal. But you're safe now."

The two stood looking out over the city for over a minute...

"So...is this what you do?" Serena asked coyly, "Saving girls and then literally sweeping then off their feet?"

"Well," Spider-Man stood tall hamming it up as he spoke, "It's hard not to be awesome when you're me."

Serena laughed, "Um, so do you ever let the girls you save give you a reward?"

"Oh, ah, what'd you have in mind? I don't have any pockets so if you mean cash..."

She laughed again as she approached and put her hand on his shoulder, "No silly, I meant something better than money."

Reaching up, Serena rolled his mask up so his mouth was uncovered and leaning in she kissed Spider-Man deeply and he reciprocated, kissing her back. Several long seconds passed until Serena pulled back.

"So, how was that? A good reward for a job well do..."

She was cut off as Spider-Man grabbed her roughly and pulled her back into him and planted another hard kiss on her. This time though, she felt his tongue push into her mouth as his hand found their way under her short skirt and cupped her buttocks, taking two large handfuls.

Serena was surprised by how aggressive he was. Her eyes were wide as she stood rigid while he pawed her with his hands and kissed her roughly. Finally, when he didn't seem to be stopping, Serena began to push him away.

"Okay there tiger, let's take a step back."

"Wh-what's the matter?" he asked panting a bit and obviously excited.

"I, ah, I just think you got the wrong impression. I-I'm not that kind of girl."

Spider-Man cocked his head to the side. She could tell he was staring at her even though she couldn't see his eyes through his mask.

"Oh come on now Serena, we both know that's not true."

Serena was shocked and a bit insulted by his comment, but he had saved her life and she didn't want to be rude, "Now wait a minute, you don't know what type of girl I am..."

"I think I know you better than you think," he replied.

Serena paused, seeming to think about what he had said, "Now what do you..." but as she spoke her mind raced a bit and her face changed as if she had heard something she didn't understand or like..."Um, how'd you know my name?"

"Oh, ah...you told me."

"No, I'm pretty sure I didn't..."

She seemed to be waiting for him to answer and after ten seconds or so, he realized she wasn't going to let it go.

"Okay," Spider-Man raised his hands as if surrendering, "You caught me. I, well, I didn't just happen to swing by when you were being attacked."

Serena's face seemed unsure of if she liked what she was hearing, "So, how'd you...?"

"I guess I sort of was following you."

"Following me!?"

"Yeah. I saw you a few days ago and so I began to watch you and when I saw you go out tonight...looking as hot as you do, I thought maybe I could meet you so I followed you."

"Watching me!? What the hell?!"

"Yeah, but then I saw you get attacked and so I was right there to save you so it's a good thing I did right?"

"HELL NO! How do I know you didn't set the whole thing up!? You're like some crazy stalker!"

"Hey hey hey!" Spider-Man stood straight and jabbed his finger in her face, "I am not a stalker. Besides you should be flattered..."

"Flattered!?"

"Yeah, you know how many chicks would love to have a romantic night with the amazing Spider-Man?"

"Romantic?! This is your idea of romantic? Stalking me and then abducting me?"

"Again, I think you're mistaking the word saved," Spider-Man made air quotes around the word 'saved' as he said it, "with the word abducted. Of course if I'd have known what a royal cunt you are I'd have let those guys rape the shit out of you."

"WHAT!?" Serena couldn't believe what she had heard.

"Yeah, I mean most girls would be at least a little grateful after what I did for them! I mean would a blow job really be too much to ask?"

"You've got to be kidding?!"

"Why? It's not like you've ever sucked a cock before...and for a lot less than saving your life too!"

"Oh, that is it! I am out of here! You're a pig!"

Serena turned to leave, pausing as she tried to figure out the best way down from the roof.

"HEY!" Spider-Man yelled at her as she stomped away, "You don't walk away from me!"

"Oh yeah?," she yelled back, "Watch me!"

Suddenly, the black clad superhero was standing in front of her. He had leapt up and somersaulted forty feet into the air and landed without sound blocking her path. Serena didn't like how he was looking at her...he seemed much more menacing now.

"Y-you stay away from me! I-I'll ca-all the cops...I swear I will!"

As if to prove her point, she pulled out her smart phone and held it up. In response, Spider-Man flicked his wrist and a line of webbing jerked the phone from her hand and into his. Before she could react, he tossed it over the edge of the building...

"You were saying..." he said calmly as he walked towards her.

"HEY! What the fuck!? You can't do that!"

Spider-Man lunged forward, startling Serena as his black hooded face was right in front of hers, "I can do whatever I want bitch! I'm the amazing fucking Spider-Man and I'm getting a little tired of your little miss bitch attitude!"

Serena couldn't believe what she was hearing and she suddenly felt afraid of her would be hero. He continued...

"I knew a lot of girls like you in high school. Of course, you wouldn't have known me, not unless you needed help on a term paper or something. Then you would have flirted and maybe even fooled around a bit. But it would have only been to get what you want and then you'd be off fucking the quarterback."

Suddenly, Spider-Man grabbed her roughly, "Well you know what? I'm tired of taking crap from girls like you and getting nothing in return!"

Spider-Man began to paw at her again, grabbing her tits and rear and rubbing his body against hers.

"HEY! STOP!" she screamed as he grabbed her blouse and tore it open completely and then started to work on her bra.

"HELP!" she screamed again...

"Stop that!" he told her seemingly worried that she might alert someone.

"HEP SOMEONE HELP ME!" she kept screaming though ignoring him.

"I said...," Spider-Man pulled his hand back and back-handed Serena hard with an open hand, "SHUT UP!"

Serena's head snapped back as he hit her. Of course, the blow had been only a fraction of the strength he could have hit her otherwise he'd have literally decapitated the pretty young woman.

Serena staggered backwards, stunned by the blow. She was swaying on her heels as Spider-Man advanced on her again. Taking her wrists, he lifted her arms and pulled her towards a series of pipes running between some machinery on the roof of the building.

"I've had just about enough out of you..." he said, muttering more to himself than her as she could barely stand much less acknowledge him.

Holding her wrists against the overhead pipe with one hand he pointed his web shooter at them and...fwip...a stream of webbing lashed her arms to the rusted metal, securing them there.

"It didn't have to go this way you know..." as he spoke, Spider-Man reached down and pulled his lycra hip hugging pants down revealing his groin and buttocks. As he did, his erect cock sprang upward as well.

Serena saw it and was horrified at what she knew he was going to do but was in no condition to stop him.

"You could have just cooperated..."

As he continued, Spider-Man grabbed Serena by the hips and lifted her feet from the roof. Spreading her legs, he reached between her thighs and under her skirt and tore her lace panties free, tossing them aside.

"But you wanted it rough..." he positioned himself holding her legs spread wide..."Okay then...you get it rough..."

As he finished, Spider-Man guided his cock inside the tight teen's pussy and with a hard thrust drove his length into her.

"GGGYYYYAAAAHHHHH!" Serena squealed as he violated her.

"NNOOOOOO!" she screamed again as the black dressed man began to fuck her hard, thrusting into her cunt over and over.

"'Oh yeah..." you like that bitch!?" he asked her but not really expecting an answer.

"Pu-pulease...st-stop!" she grunted between his thrusts, begging him to stop.

Serena's head fell back as he continued to rape her. She seemed nearly exhausted from her ordeal of the night and had no fight left in her. Her tanned body was like a ragdoll as her tits bounced with every one of her assailants thrusts into her and her feet dangled limply on either side of his waist.

Spider-Man had the girl's hips in his hands, with one of them underneath her, cupping her buttocks for support. He was thrusting hard and leaning back, obviously enjoying the sensations he was getting from her tight opening as he drove his cock into her over and over.

In her weakened state, Serena didn't know exactly how long her rape lasted; maybe a few minutes, maybe ten times that. After a while though, Spider-man was thrusting deeper and longer as he felt himself nearing climax. He could feel his ball sack slapping against his victim's buttocks.

"Hu...hu..OH GOD!" he grunted as he threw his head back and his body stiffened as Spider-Man's cock exploded inside Serena, filling her with his cum.

A few more hard thrusts later and her black clad assailant fell back, withdrawing from her pussy and his body hunched as he recovered from his orgasm.

"Oh shit, that...that was great! You are one tight little bitch, you know that?" he panted as Serena wept, still hanging from her wrists.

After pulling his pants back up and securing them in place to cover his manhood, Spider-Man reached up and Serena flinched as he grabbed the webbing he had secured her arms with and tore it free. Now released from her bondage, she collapsed to her knees and sobbing.

"Pl-please," she muttered, "please just let me go. I-I promise I won't tell anyone about this. Everyone will still think you're a hero."

Spider-Man stared down at her, "What do you mean everyone will think I'm a hero?"

Fear filled Serena's eyes again as she realized she had made a mistake.

"Do you know how many people I've saved? How many times I've risked my life for this city? How many psychopaths are in jail because of me? But you think because of some stupid little ungrateful girl, I won't be a hero?"

He reached down and grabbed Serena by the throat hoisting her off her feet. As he did, her weight was now solely supported by her neck. She grabbed his wrists but was not strong enough to alleviate much of the pressure. Immediately, she felt her air cut off as she fought to breathe.

"You really think a lot of yourself, don't you?"

As he spoke, Spider-Man began to squeeze, not as hard as he could but still enough to begin crushing Serena's windpipe and throat. She was kicking and flailing as she could tell he was killing her.

"Gugh...grruuhhhh..." Serena was making gagging and grunting noises as she desperately fought to live.

Serena's face was a bright red and her eyes were bulging about to burst free from their sockets. Her mouth was open and her tongue jerking wildly side to side in her mouth. As he held her up in front of him, her feet dangling a foot off the roof, Spider-Man began to walk towards the edge of the building, carrying Serena with him as he did.

"Well babe," he told her as he reached the side of the roof, "thanks for the fun evening."

She was still struggling but was becoming weaker as his hand was completely cutting off her air.

"So, I guess this is it..."

As he spoke the final words, Spider-Man squeezed hard and twisted his wrist to the side. Simultaneously, his fingers crushed Serena's windpipe as her head was jerked to the side and he felt a sharp...SNAP!...as her neck broke. Instantly, the blonde teens body went completely limp as her life ended in a moment.

Spider-man stood holding her corpse up in front of him and admiring her beauty. Reaching out with his free hand he cupped one of her bare breasts and felt its weight in his hand, lifting and twisting it the soft mound of flesh.

As he stood, molesting Serena's dead body, the thought of what he had done occurred to him. He had just raped and killed this young woman. Part of his brain knew what he had done was wrong but it was as if that part was being pushed back towards the rear of his mind. As if, it was being held down. It was like he was reading about someone else doing these things and was getting a clinical review of what had just happened. He knew he should be shocked even sickened by his actions but he wasn't. Frankly, it, didn't seem all that big of a deal.

Turning, he swung Serena out over the edge of the building. Glancing down, he saw a row of open dumpsters lining the alley. He chuckled to himself...

"What do you know...I rescued you in an alley and now this is where you end up."

With that, Spider-Man dropped Serena and her body fell the twenty or so stories before slamming into the bottom of an empty dumpster. Turning, he extended his hand and Spider-Man took flight, leaping into the night before swinging away on a web.

* * *

Three weeks earlier...in a laboratory of the Oscorp Corporation...

"...and we are researching new medical technologies that may...uh, yes...mister?"

Gwen stopped her speech to the tour group she was leading through the labs of Oscorp and looked to the tall lanky young man holding his hand up. As she asked his name, he glanced down at his name tag...

"Chan," he replied reading the name.

"Chan?" Gwen Stacey asked incredulously as he was clearly not Asian.

"Uh, yeah...I'm adopted."

"Okay, Mister Chan, what is your question?"

"Can I go to the bathroom?"

Gwen rolled her eyes, "Really? That's your question?"

He nodded sheepishly.

"Okay. It's down the hall," she pointed as she spoke.

"Uh..." he didn't seem finished, "can you show me?"

"Show you?"

"I don't wanna get lost."

She inhaled deeply as if exasperated, "Fine."

She turned to the tour group of young brilliant high school students, "Please don't leave this area. I'll be right back. She then hurried after the young man who had already moved towards the hall.

As soon as Gwen and Peter turned the corner and were out of sight from the rest of the group, Gwen felt herself lifted off her feet as Peter enveloped her in his arms and hoisted her up. She immediately felt his tongue in her mouth and reciprocated eagerly. Feeling blindly along the wall, Peter felt the door handle and tuned it as he pushed himself and Gwen through it and into the janitor's closet. Pressing Gwen's back against the racks of cleaning supplies and towels and lab coats. He pushed into her, feeling her warm body against his.

"You are so bad," she told him, "How many times are you going to sneak into my group?" she asked between kisses.

"I guess as many as I can until they tighten security around here...it really is lax."

As the two teens made out furiously, Gwen could feel Peter's manhood growing and pressing against her. Realizing this was getting out of hand, she pressed her palms against his shoulders in an effort to push away.

"Peter...Peter...we, ah, oh god, we need to stop," she panted as he continued to plant wet sloppy kisses on her lips and neck.

Peter rolled his head back and too the side, obviously disappointed, "That's all you ever want to do Gwen...stop. We've been going out for nearly a year."

"I know and I'm sorry. But you know how hard it's been for me with my dad dying just last summer. I-I...I just need a little more time. But you know I want you to be my first."

Peter smiled, trying to be understanding, "I know but I'm just not sure I'll make it that long."

"Well..." Gwen cocked her head to the side and looked up at him seductively..."just cause we can't go all the way doesn't mean there aren't other ways I can keep my man satisfied."

As she spoke, Gwen pushed her hand down between the edge of Peter's jeans and his stomach, letting it slip inside his pants. Peter's eyes rolled back into his head as he felt her small hand close around his cock. She smiled shyly as she felt him harden completely almost instantly. Gwen had done this a few times, manually stimulating him to keep Peter's desires at bay. She still found it shocking at how large he was. She had fought the urge to ask him if it was the spider bite that gave him his powers that had also caused his organ to increase as well.

With her opposite hand, Gwen unzipped his pants and reached inside as well. She began to work him with both hands, jerking hard back and forth along the thick shaft as she twisted her hands in opposite directions.

"Oh god Gwen!" Peter murmured as he fell back against the metal shelves.

Gwen couldn't help but be amazed at how he reacted to her doing this. How helpless he became as she touched him and how completely under her power he seemed. Peter leaned forward and the two began to kiss again while she pumped his manhood faster and faster trying to bring him to orgasm quickly.

After a minute or so, Peter stopped kissing her and seemed to freeze holding her tightly. His face was strained and eyes clinched shut tight. Peter let her go and grabbed the edge of the metal racks as she kept pumping hard, forcing him to cum.

"AH FUCK!" he cried out as she felt a warm fluid cover her hands, wet and sticky. She didn't stop and in fact squeezed and jerked harder now that he was in the throes of orgasm.

Peter's body began to shudder and his knees started to buckle. His fingers dug into the shelving he was using to hold himself up and the metal began to twist in his grip showing his extraordinary strength. In spite of that strength though Gwen loved how helpless he was as she worked his cock more pulling every drop of overwhelming pleasure she could from it.

"G-gwen...pu-pulease...I-I can't take any-anymore...st-stop please!" he begged as he was so sensitive that it was becoming unbearable.

Gwen smiled wickedly as she gave him several more hard strokes causing Peter to squirm uncomfortably and bury his face in the sleeve of his jacket. Finally, when she felt he had nothing left, Gwen finally stopped and let him go. Peter nearly collapsed, panting deeply, exhausted.

"Oh...oh god Gwen..." he could barely speak as he gulped in air.

Turning, the pretty blonde teenager went to the janitors sink and, using her elbow, turned on the faucet to wash her hands of the semen dripping from her fingers. While she did, Peter took a towel from the shelf and used it to clean his cock, now nearly soft. He grimaced and flinched as the rough fabric was pull over the head of his organ as he was still incredibly tender.

Turning back to him, Gwen approached and kissed him deeply, "Told you I can keep you happy."

Peter nodded with a stupid grin on his face, "I got to get back to the tour group," she told him, "don't want to get fired. You can find your way out right?"

"Uh, yeah, just, uh, give me a minute."

She laughed as she turned and left the closet leaving Peter to recover. After a few minutes, he stood and tucked himself back into his pants. Turning on the faucet he cupped some water in his hand and drank before leaving.

Making sure the hall was clear, Peter slipped out and down the corridor. Approaching the turn that would take him back to the front entrance, Peter paused as if reconsidering leaving. He enjoyed exploring especially places he shouldn't be. As he hesitated though, he heard someone coming towards him. Reaching up, Peter let his fingers lightly touch the wall and this was all it took for him to effortlessly hoist his body weight up towards the ceiling.

As the two lab techs walked beneath them, he watched hanging upside down from above. They approached a door that Peter hadn't even noticed was there. As they made small talk about their weekends, one of the lab technicians swiped his key card and the door silently slid back into the wall. Peter realized it was an elevator, smaller than a normal one and built to avoid casual notice.

After the two people got on and the door slid shut, Peter leapt down without a sound and examined the door. Placing his hand lightly on the outer wall, he pulled back and after a few moments of resistance, something gave way inside and the door was slid open with only the lightest of touch from Peter. He smiled to himself, proud of showing off his powers.

"Proportional strength and speed of a spider," he told himself.

Looking through the opening, Peter saw an elevator shaft that ran only down. Seeing the car that had just left about fifty feet below, he leapt without a thought into the darkness. Free falling until he was right above the car, a snap of his wrist fired a length of webbing from his wrist shooter which adhered to the wall and allowed him to stop his descent and land without a sound on the roof. Glancing over the edge, Peter was shocked to see rows of lights running down the concrete walls of the shaft. Using these as a guide, he guessed the elevator descended several hundred yards into the bedrock of New York.

"Wow," he muttered having never realized this facility was so massive.

The car stopped only about halfway as far down as it could have gone and Peter heard the people inside depart. Looking up, he saw an metal grate over what appeared to be an air duct. With ease, he flipped up and moments later was moving quickly through the tight metal labyrinth like, well, like a spider. Coming to a second grate, he saw the coast was clear and dropped into a high-tech locker room. Opening a locker, he traded his high school jacket for a white lab coat and left to room to snoop.

Keeping his head down, he moved through the halls, avoiding other people as much as he could. Hearing what sounded like a walkie-talkie, Peter looked around a corner and saw two large security guards. From what he could hear, someone had broken an elevator door and the guards were being instructed to search the floor.

"Uh oh," he muttered as they turned towards his direction. Seeing a solid looking door, Peter grabbed the handle and using his strength and having no time to waste, he jerked it upward, snapping it but also releasing the locking mechanism and allowing him to slip inside. He held the door shut as he listened and was relieved when the guards passed by to continue their rounds.

Looking around, he realized he was in a small lab. The counter and walls were lined with all sorts of devices and screens. Being as smart as he was, Peter quickly surmised that all the machinery was for scanning and analyzing on item in the room.

Approaching a small metal platform in the center of the chamber, Peter examined the item floating above it. He didn't know what it was, which intrigued him. In some kind of field to contain it was a fluid and flowing blob of black goo.

"What the hell?" he asked himself.

Knowing it probably wasn't smart but also not being able to resist, Peter reached out. Slowly, he let his fingers draw closer. In his distracted state however, he ignored the buzzing in his skull until it was a pounding. Suddenly realizing his spider sense was in over-drive, Peter began to pull his hand away but quickly realized it was too late. As he started to move, the black fluid seemed to reach out for him and a tendril extended and lashed out at his skin.

"GRAH!" he cried out, startled.

As fast as Peter's reflexes were, the goo seemed faster. As he pulled his hand away, a small spot, about the size of a dime, was on the back of his hand. Not knowing what it was and wanting to get rid of it, Peter wiped his hand on his lab coat. To his relief the substance seemed to come right off completely. But his relief was short lived as the goo began to flow and move of its own accord.

Beginning to panic a bit, Peter jerked the coat open and saw the fluid seeping through his shirt. Yanking that open as well, he watched helplessly as the black goo seeped into the spandex material of his Spider-Man costume which he was wearing underneath. Pulling on the material, Peter could not stop it from quickly spreading.

Shocked, his red and blue outfit began to change color as the small amount of whatever the hell this was expanded and seemed to be growing and was being absorbed into and covering his entire outfit. As it sank in, the costume turned a jet black and the spider emblem in the center of his chest turned white.

At first Peter panicked as he didn't know what was happening. But after a few seconds, he seemed to calm down. A wave of resolve seemed to flow over him as if he was being reassured that everything as okay. His spider sense even stopped tingling and Peter stood as if in a daze...

"EXCUSE ME!"

Peter was suddenly snapped to his senses. Standing in front of him was a woman wearing a white lab coat. She had obviously been speaking to him for several seconds and not getting a response until she almost screamed in his face to get his attention.

Looking at her, Peter immediately noticed how attractive she was. The woman yelling his face was tall with dark hair and pale skin. She was pretty with large eyes. He looked around and realized he was not in the labratory anymore. He was in a hallway but could not remember how he got there.

He glanced down and saw the name on the nametag on the woman's lab coat. It read Maya Hansen.

Maya's face seemed to turn to one of concern, "You okay kid?" she asked.

"Maybe I should call someone."

"Uh, no, I, ah, I'm fine. I was with a tour group. I got separated is all. But i'll catch up."

"Well, this is a restricted area. I should call security..." she started to pull her cell phone out.

As she held it, seeming to decide what to do that Peter had a thought, "I could kill her pretty easy...snap her neck and hide her in that janitor's closet..."

Peter shook his head. He couldn't believe he had just thought that. It was more than a quick fleeting thought. He could see himself killing her, brutally, in his mind. It was so real it shocked him.

Just then though, her phone rang. Maya glanced down and then looked back up at Peter, "I have to take this. You go back to your tour group and stay out of this area."

As she spoke, Maya began walking and answered her phone. Peter could hear her voice as she walked away..."Oh hi Aldritch, so glad to hear from you...I am very excited to come to work for your think tank...Monday? Yeah I think I can make that work..."

Her voice faded as Peter headed back towards the elevator.

* * *

Elsewhere in the Oscorp building...

Two large double doors opened and through it walked a tall confident woman with a swagger to her stride. The man in the office, stood from behind a large desk and moved to approach...

"Maria...how good to see you again."

But then looking past her the man seemed confused..."Will Commander Fury be joining us?"

The dark haired woman responded, "No, I'm sorry Mister Osborn but Commander Fury sent me to meet with you."

Obviously disappointed the man, Norman Osborn, CEO and head of one of the largest and most respected scientific research companies in the world, smiled to try and hide his feelings. He wasn't used to meeting with second fiddles.

"Oh, no problem, I hope we can discuss the good news of our continued partnership. We are making great advances in the project and I anticipate us being able to start mass producing within a few months."

As he spoke Norman, a fit and lean man in his fifties, motioned for her to sit as he took the chair on the opposite side of the desk. Maria complied and sat. She was Maria Hill, a senior officer in the global enforcement agency called SHIELD and Nick Fury's right hand woman. While dressed in civilian clothes, Maria's athletic body was obvious and Norman couldn't help but leer over her as she sat and crossed her legs.

"Actually, I'm afraid it's not good news we have Norman. We've decided not to go forward with the project."

The man appeared shocked, "What!? I'm afraid I don't understand."

"I'm not sure how much more simply I can say it. Per our contract we have the right to terminate the project and we are."

"But I've spent hundreds of millions on this..."

"And we will reimburse you for those costs."

Norman didn't seem happy, "I didn't start this to break even. You wanted my company to research a combat suit for your troops. The prototype we delivered met all specifications."

"Yes, well, it seemed to work a little too well."

Norman didn't seem to follow her...

"Heightened aggression, lessened emotional response and empathy..."

"All things that can help a soldier in the field do his job and stay alive."

"Yes, well our test subjects became so unstable they turned on our own troops. Additionally, when we had our scientists examine the material there were several compounds they couldn't even identify."

Norman Osborn chuckled, "Well my dear Maria with all due respect your best people wouldn't even be interns at Oscorp. It's not surprising they didn't have a clue. They are government employees after all."

Maria ignored his taunts, "Well that may be the case but we decided the entire thing had too many unknown variables so we have decided to pull the plug."

Norman took a deep breath and paused several seconds before he spoke again. He smiled but Maria wasn't comforted.

"Well, I can see your mind is made up so I guess there is nothing else to say."

They both stood, "I am sorry we couldn't do business."

"Of course, I understand. Please tell Nick there's no hard feelings."

Maria turned and walked out of the office...

As soon as she was out of earshot..."Bitch!"

To be continued...


End file.
